MANAGEMENT SERVICE AGREEMENT
This Management Service Agreement is made and entered into by Pick
Communications Corp. of 0000 XX 00xx Xxxxxxx, Xxxxx 000, Xxxxx, XX 00000 ("PICK"
and the "Company") and Saicol Limited of Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx ("Saicol").
1. Scope of Service
Pick agrees to engage Saicol for the purpose of providing management
services to Picknet UK Plc, a wholly-owned subsidiary of Pick, to include
(a) The provision Of services for the letter of intent entered into between
Atlantic Tele-Network, Inc., ("ATN") and Pick whereby ATN intends to acquire
the Picknet UK Plc and Picknet, Inc., (b) The provision of office space and
the maintenance of equipment locations within the United Kingdom, (c)
Accounting maintenance and storage, (d) Licensing and U.K. government filing
requirements under OFTEL, Companies House, VAT, Inland Revenue and the
Department of Trade and Industry, (e) Supervision of U.K. accountancy and
law-firms, (f) Negotiation and management of agreements for the provision of
fibre and satellite unlinking stations.
(2) Term of Agreement
This agreement will be retroactive to 30 June 1999 and continue in effect
until (he finalization of the sale of the Picknet Companies and all of its
antecedent work.
(3) Compensation and Expenses
Pick agrees to pay Saicol, as compensation under this Agreement in U.S.
Dollars by wire transfer to an account to be nominated by Saicol monthly in
arrears and no later then the 15th of the following month of service.
(a) Compensation Schedule: US $15,000 per month.
(b) Expenses:
o Travel in England and miscellaneous
o Travel outside of England
(4) Obligations Surviving Agreement Termination
Saicol will be entitled to the compensation set forth in Section 3 upon the
termination of this agreement.
(5) Indemnification
Pick agrees to indemnify and hold harmless Saicol and its affiliates and
associate companies and their respective officers and directors from any and
all losses, claims, damages, liabilities or actions in respect thereof
related to or arising out of Saicol's actions authorized by the Company in
connection, with this agreement. Saicol will be reimbursed by Pick for all
expenses Including reasonable counsel fees as they art incurred by Saicol in
connection with litigation in which Saicol and its affiliate and associate
companies and their respective officers and directors is a party.
(6) Agreement and Governing Law
This agreement gets forth the entire understanding of the parties and
supercedes prior communications, understandings, and Agreements between the
parties.
In witness thereof, the parties have executed this Agreement on 4 May 2000.
Pick Communications Corp. Saicol Limited
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx Xxxx
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Title: Chairman Title: President
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